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December 18, 2008
Business Special Feature: DISB Helps States Prepare to Accept E-filing of SEC’s Form D

By J. Mike McManus

Through its state-of-the art securities registration and tracking system, known as STAR, DISB’s Securities Bureau has, since 2001, processed electronically thousands of the Securities and Exchange Commission (SEC) Form NF, the form filed by investment companies to give notice to state regulators of a securities offering. So, the North American Securities Administrators Association (NASAA) recently decided to leverage the bureau’s considerable experience with processing securities offerings electronically, by asking for advice on developing a system to process the SEC Regulation D, Form D electronically. 

Regulation D is a set of rules popular among small businesses as a means to raise capital.  Promulgated by the SEC pursuant to the Securities Act of 1933, the rule provides exemptions from securities registration for certain offers and sales of securities. Under Regulation D, issuers conduct a limited offering pursuant to the regulation’s Rule 504, Rule 505 or Rule 506, by filing with federal and state regulators the requisite Form D. Beginning March 16, 2009, the SEC will require all Form D filings to be made electronically with the SEC.  To facilitate a one-stop filing of the Form D, NASAA agreed to develop a system that will allow issuers to file the requisite notice simultaneously with state regulators. To help NASAA accomplish this task, DISB’s Securities staff participated in planning meetings in Texas, where they shared how they processed electronic filings, and described what they thought NASAA would need to include in their system. In addition, the staff hosted a meeting with a NASAA consultant where they provided live demonstration of how they have processed thousands of securities filings electronically over the years.

The bureau is committed to assisting NASAA in any way it can in this project. It also intends to release a Securities Bulletin in the near future to inform issuers how to file the electronic version of Form D in the District.

J. Mike McManus is the assistant director, Corporate Finance Division, in DISB’s Securities Bureau.